Changing a company name

available because it is not already registered to a company or business

acceptable for registration.

Once you have chosen a new name that is available and acceptable, you will need to lodge Form 205 Notification of resolution, giving details of the company’s special resolution to change the company name. We will accept or reject the proposed new name.

Step 1—Choose a new name

Is the name available and acceptable?

A name is legally available to a company unless it is:

identical to a name that is reserved for or registered to another body

identical to a name on the national business names register held by someone other than the company applying to have the name, or

unacceptable for registration – for example, where the name includes the word ‘trustee’, ‘consumer’, ‘bank’, ‘ANZAC’, or other specified words, or where the name may suggest a misleading connection with government or the Royal Family, or may be offensive to the public.

When determining whether two names are identical, the law disregards some things, including:

the use of the definite article (‘the’) or indefinite article (‘a’ and ‘an’) as the first word in one or both names

whether a word is plural or singular.

Registered business names that are identical

Under previous state or territory law, it was possible for identical business names to be registered in each state or territory and be owned by other companies or individuals who have no connection with your company. This means that there may be identical business names held by different bodies and individuals on the national business names register. Until one or more of the identical business names is cancelled, a name may not be available to your company as its new name, even if you have previously registered the business name in a state or territory.

Similar names

The fact that we may reserve or register a name does not mean that a company is exempt from action being taken by another company or body with a similar name. The onus is on a company to consider the problem of similar names when a change of name is proposed or registered.

We will confirm – either online, or by writing to the lodging party or to the company’s registered office – whether the name has been reserved. If the name is available, the notice will confirm the name reservation for a period of two months. If the name is not available, the notice will explain the reasons why.

Step 2—Pass a special resolution

A company must convene a meeting of its members and pass a special resolution to change its name. Unlisted companies must give at least 21 days notice of the meeting to its members and listed companies must give at least 28 days notice – however, shorter notice can be given where members with at least 95% of the votes that may be cast at the meeting agree beforehand.

The special resolution must be passed by at least 75% of the votes cast by members entitled to vote on the resolution.

Step 3—Form 205

Lodge details of the special resolution

If you are lodging online, you will need to provide details of the special resolution.

If you lodge on paper, you may:

print out, or write clearly by hand, the text of the special resolution in the space provided on Form 205, or

attach a copy of the special resolution as an annexure. Any annexures must conform to the requirements as shown in the guide to Form 205.

Using a name identical to a registered business name

If you want to change the name of your company to a name that is identical to a name on the national business names register, you must confirm that your company holds the business name.

The information you must provide is shown on Form 205. You can fill it in on the form or include the same information as an annexure. The required information includes:

the ABN, or

if the business name was registered before 28 May 2012 without an ABN – the previous state or territory of registration and the registration number.

You must also tick the ‘yes’ box on the form for the following statement, or include the statement in the annexure:

I declare that I hold, or am registering the company name for the holder(s) of the identical business name(s), the registration details of which are listed below.

The company director or secretary who signs Form 205 must also sign and date any annexure and declare that the information given in the annexure is true and correct as follows:

I declare that the information given in this annexure is true and correct.

If an annexure is used, this must accompany Form 205 and conform to the requirements in the guide to the form under ‘How to provide additional information’.

Lodge the form and pay the fee

You will need to lodge Form 205 within 14 days of the company passing the special resolution. The lodgement fee for notifying a change of company name on Form 205 is $382.

If we receive the form more than 14 days after the special resolution was passed, the following late fees will apply:

up to one month late – $75

more than one month late – $312.

Form 205 can be lodged online at www.asic.gov.au through the registered agent or company officeholder portals, or through EDGE.

Step 4—We assess your information

We will assess the information you have lodged to check that:

the proposed name is legally available and acceptable

Form 205 meets the online lodgement validations or, if lodged on paper, is completed in full and signed by a director or secretary of the company

any accompanying annexures conform with the annexure requirements for Form 205

all fees due are paid.

Step 5 – We accept or reject the new company name

If we accept the name

If we are satisfied with all of the matters assessed in Step 4, we will change the details of the company’s registration to reflect the name change. The change of name takes effect when we alter the details of the company’s registration on the register.

If you have lodged online, we will send you a new Certificate of registration on change of name to print. Otherwise, we will mail the certificate to the lodging party shown on Form 205, or to the company’s registered office.

If we reject the name

If the new name is not available, or not acceptable, we will not change the name of the company and will retain the completed Form 205 as a matter of public record. We will write to the lodging party or to the company’s registered office giving our reasons for rejecting the name.

If you have paid the fee, we will either apply it to a subsequent Form 205, if you advise us to, or refund the money if requested.

This is Information Sheet 16 (INFO 16), reissued August 2013. Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.